Good afternoon/good evening ladies and gentlemen, thank you for standing by. Welcome to the Smith Micro Software First Quarter 2014 Financial Results Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for questions. (Operator Instructions). This conference is being recorded, today May 8, 2014.

I would now like to turn the conference over to our host Todd Kehrli of the MKR Group. Please go ahead, sir.

Todd Kehrli

Thank you, Operator. Good afternoon and thank you for joining us today to discuss Smith Micro Software's first quarter 2014 financial results. By now, you should have received a copy of the press release with the financial results. If you do not have a copy and would like one, please visit smithmicro.com or call us at (949) 362 5800 and we will immediately email one to you.

With me on today's call are Bill Smith, Chairman, President and Chief Executive Officer; Steve or better known as Ziggy Yasbek, our new Chief Financial Officer; and Carla Fitzgerald, Chief Marketing Officer.

Before we begin, I want to caution that on this call, the company will make forward-looking statements that involve risks and uncertainties, including without limitation, forward-looking statements relating to the company's financial prospects and other projections of its performance. The execution of our recently announced restructuring our ability to hold for the client of our cash reserves in light of our continued losses, the existence of new market opportunities, and interest in the company's products and solutions, and the company's ability to increase its revenue and regain profitability by capitalizing on these new market opportunities and interest and introducing new products and solutions.

Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are potential for disruption and loss of customers and business from the transfer of duties and responsibilities in our recently announced restructuring, the risk that we will continue to incur losses and not regain profitability, the risk that we may need to raise additional capital to fund our operations and such capital may not be available to us at commercially reasonable terms or at all, changes in demand for the company’s products from its customers and their end-users, customer concentration given that the majority of our sales depend on a few large client relationships, including Sprint, new and changing technologies, customer acceptance and timing of deployment of those technologies, new and continuing adverse economic conditions, and the company's ability to compete effectively with other software companies.

These and other factors discussed in the company's filings with the Securities and Exchange Commission, including its filings on Form 10-K, Form 10-Q, and 8-K, could cause actual results to differ materially from those expressed or implied in any forward-looking statements.

The forward-looking statements contained in this press release and call are made on the basis of the views and assumptions of management regarding future events and business performance as of the date of this release and call, and the company does not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release and call.

Before I turn the call over to Bill, I want to point out that in our forthcoming prepared remarks, we will refer to certain non-GAAP financial measures. Please refer back to our press release disseminated earlier today for a reconciliation of the non-GAAP financial measures.

With that, Bill, please go ahead.

Bill Smith

Thanks, Todd. Good afternoon everyone and thank you for joining us to discuss financial results for the first quarter of 2014.

Revenues for the quarter were $8.4 million, down 29% sequentially and down 27% year-over-year. However, this result was in line with my comments during our fourth quarter and year-end conference call and consistent with our internal expectations. While we typically see a drop in revenues from Q4 to Q1 each year due to seasonality in our productivity and graphics business, this year decline was more strongly felt as we did not have revenues in Q1 from Intel.

As I stated during our last call, we saw a growth in revenue from in Q4 over Q3 because of the strong quarter for P&G, as well as the revenues from our Intel relationship. While we did not anticipate revenue from Intel in Q1, it was the major reason for the sequential decline in revenue.

As I have stated many times our goal is to return to profitability. While we were hopeful that we would achieve this goal based on the previous restructure, a significant potential deal that didn't materialize and the uncertainty regarding the timing of future revenues has resulted in the need for additional cost cutting measures in the near-term. Therefore, we are taking immediate steps to lower our cost structure by approximately $2 million per quarter.

I will describe these measures in more detail after Ziggy presents the financial results for the first quarter.

But before I turn the call over to Ziggy, I would like to thank Andy Schmidt for his dedicated service to Smith Micro over the past nine years. Ziggy has been our Chief Accounting Officer for the past six years and the Board has appointed him as our new CFO. With that, Ziggy?

Ziggy Yasbek

Thank you, Bill. First, let me go over our some housekeeping items. As we have, in the past, we have provided non-GAAP results and a reconciliation of non-GAAP and GAAP results. The non-GAAP results discussed on this call net out stock compensation related expenses and non-cash tax expense or benefit to provide comparable operating results. Accordingly, all results that I refer to in my prepared remarks for both 2014 and 2013 are non-GAAP amounts.

Our earnings release, which will be furnished to the SEC on Form 8-K, contains a presentation of selected GAAP financial measures and related non-GAAP financial measures and a reconciliation of the two. The earnings release can also be found in the Investor Relations section of our website at www.smithmicro.com.

In detailed manner for the financial modelers, let me provide the difference between GAAP and non-GAAP on the income statement. In terms of stock-based compensation, stock comp totaled $798,000 for the current period broken out as follows: $5,000 in cost of sales, $82,000 in sales and marketing, $187,000 in engineering, and $524,000 in G&A. While we showed no GAAP tax benefit for the period due to fully reserving the tax benefit we are showing a $1.7 million pro forma or cash-based tax benefit.

Moving on for the first quarter, we posted revenues of $8.4 million and a loss of $0.14 per share GAAP and $0.07 per share non-GAAP. Revenue for the quarter compares to $11.6 million for the same period last year. International sales was approximately $400,000 this quarter across all business groups.

Our Wireless segment reported revenues for the quarter of $6.8 million as compared to $10.2 million last year, which was down about 33%. Our Productivity & Graphics segment posted revenues of $1.6 million as compared to $1.4 million last year, and total deferred revenue at March 31, was around $200,000.

Switching to gross profit, non-GAAP gross margin dollars of $6 million compares with $9.2 million during the same period last year. Non-GAAP gross margin as a percentage of revenue was approximately 71.4% for the first quarter this year, compared to 79.0% for Q1 of last year. Non-GAAP gross margins by segment were as follows: the Wireless segment was 71% and Productivity & Graphics was 74%.

Switching to operating expenses, non-GAAP operating expenses for the first quarter of 2014 were $10.4 million. Q1 this year operating expense was $200,000, higher than the fourth quarter of last year, primarily due to trade shows.

From a year-on-year perspective, engineering expense has decreased to 29%, sales and marketing has decreased 28%, and G&A expense has decreased 24%. Total non-GAAP operating expense has decreased $3.8 million or 27% year-over-year.

Our non-GAAP operating loss for Q1 of this year was $4.3 million, as compared to a loss of $5 million in Q1 of last year. Non-GAAP net loss for the first quarter was $2.7 million or $0.07 per share, as compared to a loss of $3.1 million or $0.08 per share last year.

Our cash for the quarter decreased $3.6 million and it closed at $11.2 million at March 31.

In terms of housekeeping, we expect to file our quarter-end 10-Q by the end of the week, which will represent our final statements for the period.

And at this point, I'll turn the call back to Bill.

Bill Smith

Thanks, Ziggy. As a result of the loss deal impacting our revenues, on Tuesday, May 6, the Board of Directors approved a plan to reduce our overall expenses through the following five measures. First, we are reducing our workforce by approximately 20%.

Second, we have consolidated management responsibilities in order to eliminate three positions from the executive team.

Third, all remaining members of the executive team have voluntarily agreed to take Apache effective this month in order to minimize the staff reduction.

Fourth, we have downsized our office locations in Northern California and will pursue further reductions in facility related expense in Strongsville, Ohio and Sprint.

Fifth, we will continue to press for greater operational efficiencies on all fronts, from the vendors we use, to travel, to equipment purchases and everything in between. Based on all of these measures, we expect to reduce our quarterly overall expenses by approximately $2 million. And the company will incur one time severance and other charges of approximately $1.6 million to $2 million, about half of which is non-cash that will be reported in our second quarter.

Well, it is never easy to lose good people. We believe we are acting in the best interest of company and the shareholders by taking these measures now. These changes should not impede our execution ability with deals that we are currently pursuing. No work should that prevent us from evolving our portfolio to meet the needs of an emerging machine-to-machine market as we described last quarter.

As we announced last week, we now have a version of NetWise available that can be deployed over the top. This enhances our ability to engage with WiFi providers and enterprises to simply WiFi on boarding. While we continue to pursue key deals for NetWise in the WiFi management arena, the most promising of our new NetWise opportunities involves repurposing the platform, to address emerging person to machine or P2M market opportunities. P2M represents the intersection, M2M space and the person to person mobile communication space. This P2M intersection include scenarios in which user advisors can interact directly with machines, such as smartphones interacting with digital signage or passenger tablets, accessing commercial vehicle, gateway services.

As we engage with partners in developing these P2M prototypes, we are continually reminded that our heritage of serving T1 [ph] carriers offers a great advantage in the M2M world. Well, there are many great ideas but very few platform providers with the experience to reliably deploy millions of devices as we have.

On the mobile P2P front, we are in full swing preparation for the commercial launch of Avatars in late June or early July. Our beta program is already validating. The end-users have strong interest in customizing the messaging experience with fun characters and as audio and personalize backgrounds. We have hundreds of artist from the Anime Studio community interested in building Avatars for us. And we are selectively bringing new styles of content into the beta program while we planned for a very rich content store soon after launch.

Our Productivity & Graphics business saw a strong performance in Q1 from two new software releases, Anime Studio version 10 and Clip Studio Paint, which is the digital version of Manga Studio EX, as well as increase in our retail and education markets.

International sales in Germany and Japan continue to show solid results as we did through our U.S. channels. We added more than 1000 stores to our distribution at Target. We expect an additional major retailer to come online in June. We look forward to expanding distribution in Latin American, Japan and India.

As I stated last quarter, the strategic transition of our business to new markets will continue to take some time but we are making progress. So far our Q2 numbers are tracking above Q1 numbers, but not as high has Q4 2013. We are hopeful that we will be able to increase revenues with new business in the second half of year and that coupled with the completion of our restructuring will allow us to return to profitability.

With that, operator I'd like to open the call for questions.

Question-and-Answer Session

Operator

Thank you, sir. We will now begin the question-and-answer session. (Operator Instructions).

And our first question comes from the line of Rich Valera with Needham & Company. Please go ahead.

Rich Valera - Needham & Company

Bill, I was wondering if you could give any color on the loss field and specifically if it had anything to do with your Intel business?

Bill Smith

Okay. This was a deal we had been working on for an extended period of time and we are well down the road towards closing. A deal is not done until (inaudible) and unfortunately, we were reminded of that very simply fact. It just is not going to close. And based on that we very rapidly took appropriate actions to make sure that we can achieve our goal that we started the year with and that has to be profitable. As far as Intel, we are very happy with our Intel relationship. I think I had mentioned on the last conference call, that we did not expect any revenue from Intel in the first quarter which we didn't have. We have other business we are doing with Intel. And we are actually nearing (inaudible) of a project for them right now. As to whether we get to recognize that revenue in Q2 or Q3, it's really a function of how the testing goes within Intel as to whether we -- when we can recognize the revenue.

Rich Valera - Needham & Company

And not to press or point too much but I think the impression I got on last call was that, you had deal that you are going to finish with Intel and 2Q sounds like may be that Q2 or 3Q and that you had potentially significant business beyond that, presumably at sort of similar run rate. And I am may be inferring here that that is not the case or at least not as certain as you might have thought last quarter, am I on the right track there?

Bill Smith

I would say that we continue to in July a very strong relationship with the Intel wireless teams. We look forward to doing business with them for the foreseeable future. Beyond that, I really cannot comment.

Rich Valera - Needham & Company

Fair enough. How about the Avatar launch? You have spoken pretty optimistically about a potential launch this year and I thought may be in second quarter. And I don't know if you can say Sprint. But Sprint, a natural -- seems to be a natural customer to launch with. Just wanted to know where you think you are in terms of the launch of the avatar product?

Bill Smith

The launch of this product is going to really take two forms. One is there will be a over the top app and that will be for providers for iOS devices as well as Android devices. And secondarily, or maybe I should have done it in reverse order, we will offer avatars as part of our visual voicemail product offering. And as such, as that product launches we should have a very sizable user base in relatively short order.

I mean, the strategy is simple. It's a very fun way to message across. Our beta testers have given us a lot of feedback. The enthusiasm out of our artist's community is extremely strong and so we remain extremely bullish on this opportunity. We think messaging is a very important part of our business case going forward. Clearly, it's the most predictable part and we look to really enhance that.

I think one of the key things here is that as those of us who are users of our visual voicemail send avatars we will most likely be sending avatars to people on different networks? And that should encourage the viral growth of this opportunity for us.

Rich Valera - Needham & Company

How about timing? You think 2Q or --

Bill Smith

Yes, our goal is we will launch over the top by the end of this quarter. The launch through visual voice personnel requires others to sign off. So whether that's the end of this quarter or really third quarter that's kind of in their hands.

Rich Valera - Needham & Company

Great. And then you mentioned repurposing NetWise and could be sort of more first into machine of app. And just wondering what your view is on kind of wi-fi upload which was the first and foremost intent of that. Do you still see that as a major opportunity? I mean, we got Sprint roll them out and has had very modest success beside that. I'm just wondering how you view the wi-fi offload aspect of NetWise going forward?

Carla Fitzgerald

Rich, this is Carla. I'm going to address that for you with some preliminary comments and then Bill can expand if I miss something. But we do see still a lot of opportunity and the wi-fi for NetWise and primarily because of the fact that we now have an application that's available to be deployed through app stores it opens the door for us. Our early implementation of NetWise was a preload application. And while there is advantage of preload in that you get mass deployment because you can put on every single handset as it goes out the door there is more challenge for operators to be able to continue to add software on devices there's a preload. And in addition, parties that don't control the software on devices, for example, cable providers, large enterprises, wi-fi providers, etc they struggle to be able to take advantage of this type of software if it can't be made available to the users aftermarket. So the fact that our NetWise can now be deployed to customer bases through app stores opens up more opportunity to focus on simple but powerful wi-fi management that is still policy based, still provides, that still allows users to get a better experience and allows operators and wi-fi providers to get better usage of their access points. So that's the wi-fi opportunity.

To your first comment about using NetWise in P2M and other M2M scenarios, the opportunities there are very wide because of the fact that we have very powerful intelligent rules and engine processing in our client. Because our client can look at event triggers and cause a thing to occur on a device, for example, being able to look at a location to look at user approaching a digital sign and be able to trigger a promotion that's relevant to that user, those type of things are capable because of the way the intelligent rules engine works in NetWise. And so we're exploring many different areas there and, as Bill mentioned, kind of this person to machine space looks to be in our sweet spot because of the expertise we have in embedding these types of capabilities on mobile devices.

Bill Smith

Let me add to that a little bit too. We were one of the first to launch the intelligent management of Wi-Fi offload, and Sprint was really one of the leading company's focused on that and the rest of the market has taken more time to warm up. But I might point your attention to a press commentary that I believe is last week from CFO of Verizon now talking about how Verizon also looks to the fact that there needs to be harmony between the wireless cellular networks as well as Wi-Fi.

I think that speaks to a continued growth of this market, and as the market continues to mature we are in the right spot to take advantage of it. I also think that the fact that we are also finding additional users to this intelligent rules engine as from as server as well as a client perspective talks about the strength of the offering, while it hasn't necessarily generated huge revenues that may be we are -- would have hoped to be stronger, I still think it has a very strong future going forward.

Rich Valera - Needham & Company

Thanks for that, Bill. A question on the restructuring the $2 million, I'm assuming you wouldn't expect to see the full impact of that in Q2. I'm wondering if, do we think may be to see half of that as we at look at Q2 versus from Q1 from an expense level and then how it fully phased in Q3 is that may be a way to think about it?

Ziggy Yasbek

Rich, this is ziggy. Most of there will be about $600,000 to $800,000 of expense that would hit of cash that would happen in Q2.

Rich Valera - Needham & Company

So we expect $600,000 to $800,000 reduction quarter-over-quarter in expenses is that the way to think about it?

Ziggy Yasbek

No, the cash, cash.

Rich Valera - Needham & Company

Oh I see, cash, cash expenditure I see.

Ziggy Yasbek

Yes.

Rich Valera - Needham & Company

I was referring to modeling OpEx. How we should look at OpEx versus the Q1 baseline and I would think by Q3 that we would may be $2 million per the plan but in Q2 persumably only part of that would be reflected is that?

Ziggy Yasbek

Yes, if you exclude the restructuring charge, our expenses will be about half of what we said, right.

Rich Valera - Needham & Company

And final one for me, just on the liquidity front, one, where based on your current projections, would you expect that cash would bottom and would you think that leaves you with a comfortable cash position around the company? Thank you.

Bill Smith

That's a great question, and it's something that we all have been looking very carefully at. As we look at our cash flows I mean we guys are up under $10 million level. There are different points during the quarter we can get a little lower than others. We believe, we have the cash required to meet our goals for the balance of the year and we are going to be constantly monitoring clearly a significant part of our business text.

Operator

Thank you. And our next question is from the line of Mike Latimore with Northland Capital. Please go ahead.

Mike Latimore - Northland Capital

What percentage of revenue was the largest customer in the quarter?

Ziggy Yasbek

It was 64%; it was Sprint.

Mike Latimore - Northland Capital

And the big deal that didn't materialize what product area was that were you dealing with there?

Bill Smith

It was in the wireless space. There is a combination of couple of different projects that we were working together on.

Mike Latimore - Northland Capital

And in the P2M market is the customer because customer being all right as it is or are you focused on selling your carrier there or who will be the customer for your P2M application?

Carla Fitzgerald

We have opportunities to sell that both to operators who may want to offer it as their own service to end customers as well as going direct to enterprises that would rolling out the M2M initiatives within their own environment.

Mike Latimore - Northland Capital

And then as you look to the second half of the year it sounds like you expect that to be higher than the first half. What would be some of the key new revenues versus in the second half to look for?

Bill Smith

Well clearly, we'll launch of the avatars while our internal expectations are rather modest because it's the first time we've launched this kind of an offering. That's one place we look for continued growth. Our messaging services with our largest customer as more initiatives start to take hold we have been launching new offerings through them since the start of the year and we have more that will happen through the balance of the year.

We also are looking at closing opportunities that we have been working over the last 12 months. And I think the other thing is we're looking for some growth in the enterprise plus the logical growth at P&G because the further into the year you go you go towards their strongest quarters. And the net-net is that that coupled with the fact that we are bringing the expenses down $2 million a quarter should put in a spot where we should be able to print block numbers and move forward from that point.

Operator

Thank you. And our next question is from the line of Howard Smith with First Analysis. Please go ahead.

Howard Smith - First Analysis

First, just some housekeeping following up, I heard Sprint was 64%. Any other 10% customers in the quarter?

Ziggy Yasbek

Yes, it was FastSpring who sells a lot of our P&G products and I have that number handy. They were about 13%.

Howard Smith - First Analysis

13%, okay. and just 90% sure of this, just want to confirm. The deal that it doesn’t look like it's going to materialize that's a new initiative you said a combination of products. It's not in any way was a renewal of something you currently have in a slightly form, there's no kind of lost run rate business on that, is there?

Bill Smith

Absolutely not. No, we have no business we're aware of that's in jeopardy anywhere. This was a new opportunity that we had worked hard on and it just didn't happen.

Howard Smith - First Analysis

Right, right, that's what I thought. And then lastly, in thinking about Sprint revenue down just a little bit sequentially, should we thinking about that? I know there's a recurring portion of rev share that grows over time as the customers on that, and then is there more of a cyclical kind of one-time component of it and we're seeing the net of those or?

Bill Smith

No, no, it's comp share -- I mean, from a messaging standpoint, our revenues are all generated from a rev share point of view. So this could just be reflecting some little bit o of changes within the quarter, do not believe it represents a trend and frankly it's a market that should continue to grow. We also see some expansion in the usage of NetWise client at Sprint. And that's a very positive event with them using our client on some other handset providers. So all in all, I feel very, very strong about the overall Sprint business and look forward to continue to grow throughout the year.

Ziggy Yasbek

Howard?

Howard Smith - First Analysis

Yes.

Ziggy Yasbek

On Sprint, from the fourth quarter to the first quarter they were only down about $100,000 and that was in the old QuickLink business. So all of the newer stuff is up.

(Operator Instructions). And our next question is from the line of Brian Swift with Security Research Associates. Please go ahead.

Brian Swift - Security Research Associates

Yes, one of my questions got answered but the second one would be if you can give us a little bit more color on some on your pipeline of business. In the past you've talked a little bit a major cable company out in Mexico or a carrier in South America I think in reviving some of your business historically with Verizon. Could you kind of give us a little idea of how some of that is going and whether one of those things that you had talked about in the past was the deal that didn't happen?

Bill Smith

No, Brian, that was not -- none of those were the deals that didn't happen; the deal that didn't happen was one (inaudible) we talked about. The other deals that you did mentioned, however, is in Mexico, they are looking to go into 4G deployment I believe this quarter. and as far as down in the LatAm on the NetWise side, they are also close to 4G deployment. And those are going well and we expect them to be harbingers for new business not only in the LatAm especially when we look at the cable side as but also some new business with cable providers throughout North America and the rest of the world.

Brian Swift - Security Research Associates

About anything new that's entering in other than what you've already talked about in the avatar?

Bill Smith

Well clearly, yes, are probably our biggest short term launch. And then I think if you look back as far as transcripts I think the way we talk about M2M space is definitely maturing as we really are focusing in on our markets. We have a number of opportunities that we are in close discussions with different partners on in that marketplace. So that's a good area of growth and you may see some of that before the end of the year.

And then lastly, probably one of the biggest ones is that we are nearing the point would pass on it where we think we're going to actually see revenues starting to flow and we see a lot of excitement not only on our side but also on the Panasonic side for the launch of various offerings through them. So that partnership we haven't talked about a lot but that partnership is about to really start moving forward and we look forward to revenues in the back half of the year and believe that those revenues will continue to grow as we do into 2015.

Operator

Thank you. And I'm showing no further questions. I would like to turn the call back over to management for any closing remarks.

Todd Kehrli

Thank you, operator. I'd like to thank everyone for joining us today. We look forward to updating you on our progress over the coming months, and of course, if you have any other questions, please feel free to contact me and I will be happy to answer any of your questions. Thank you and have a good day.

Operator

Thank you. Ladies and gentlemen, this concludes our conference call for today. If you would like to listen to a replay of today's conference call please dial 303-590-3030 or 1-800-406-7325 with access code 4681051. We'd like to thank you for your participation and you may now disconnect.

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